SUBSCRIPTION AGREEMENT

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This agreement applies to customers who wish to access and make use of our training courses and materials through the Website and forms a legally binding agreement between you the Customer and us Active Edge Physio Pty Ltd (ACN 633 184 415) (we, us, our or Active Edge Physio) (Subscription Agreement or terms).

We may change this Subscription Agreement from time to time. If we do this, we will update the effective date below and will notify you of any changes that, in our reasonable opinion, could result in a material detriment to you, at least 30 days prior to the change taking effect. If you do not accept the revised Subscription Agreement, you may terminate the Subscription Agreement and end your subscription during this 30 day notice period.

Defined terms are explained at clause 15 of this Subscription Agreement.

These terms are effective on and from 12/12/2022.

Background

• Active Edge Physio is a leading provider of physiotherapy care. We operate the Website, through which you may access educational training courses, course materials and other content provided by us.
• You wish to access and use the Content. This Subscription Agreement and the Order Form govern the provision of your access and use of the Content.
• You acknowledge that it is a condition of use of the Website and Content that you have accepted our privacy policy available at [https://active-edge-physio.com.au/privacy-policy/].

1. SUBSCRIPTION PERIOD

• The Subscription Agreement starts on the Start Date and will remain in force until the expiry of your Subscription Period, unless terminated earlier in accordance with clause 12 (Term).
• Your Subscription Period will automatically terminate at the end of the Subscription Period unless otherwise agreed by us in writing.

2. ACCESS TO WEBSITE AND CONTENT

• Access to Content
  • Subject to your compliance with these terms (including payment of Fees), we will grant you access to the Content during the Subscription Period.
  • Such access to the Content is granted during the Subscription Period:
    • on a non-exclusive, non-transferable and non-sublicensable basis; and
    • solely for the Purpose.
  • Where we issue you with login credentials to access the Content, you must protect such credentials against misuse and notify us of the need to suspend or change such credentials promptly after becoming aware of that need.
  • We may suspend or limit your right of access to the Website and Content if:
    • you fail to comply with this Subscription Agreement;
    • you fail to comply with any terms of use or directions we notify to you (acting reasonably);
    • it is reasonably necessary to update, modify or maintain the Website or Content; or
    • we consider it appropriate to protect the integrity and use of the Website and Content for all customers.
  • Availability of Website and reliance on Content
    • The Website and Content is provided on an “as is” and “as available” basis. While we will use reasonable endeavours to provide the Website to you, you acknowledge that:
      • it may not be continuous or fault-free and may not be available at all times;
      • events which are outside our reasonable control may affect performance or availability of the Website; and
      • the Website may contain bugs, errors or inaccuracies that could cause failures, corruption or loss of data and/or information (including from any device of yours, and any peripherals).
    • You are responsible for all costs associated with your use of the Website, including any internet access fees, and data and roaming charges. In addition, we are not obliged to, and may not, provide you with any maintenance, technical or other support for the Website or Content.
    • You assume all risk in relation to your receipt and use of the Website, including your reliance on any Content.
  • Links

The Website and any services or Content provided through the Website may contain links to other websites or apps.  Those links are provided for convenience only and may not remain current or be maintained.  We are not responsible for the content or privacy practices associated with third party service providers, websites or apps, even if linked through the Website.

3. YOUR OBLIGATIONS

• Use of Website and Content

Without limiting your other obligations under these terms, you must:

• evaluate the adequacy of the Website and Content for your particular purposes and needs;
• provide us with such information, cooperation and assistance that we reasonably request from time to time in order for us to properly perform our obligations under these terms;
• comply with these terms and our directions and restrictions regarding access to and use of the Website and Content;
• make every reasonable effort to prevent unauthorised access to the Website and Content;
• abide by all copyright notices or restrictions contained on the Website or the Content. You may not delete any attributions, legal or proprietary notices on the Website or the Content;
• ensure that your network and systems comply with any specifications or operating requirements notified by us from time to time in order to access the Website;
• ensure that all information provided to us by you, including Your Data, is and remains true and correct;
• ensure that you have obtained and maintain all relevant licences, permissions, authorisations, permits, consents and approvals, and complied with all applicable Laws, in order to obtain, receive, access and use the Website, or provide Your Data (including Personal Information) to us; and
• promptly notify us of any issue, concern or dispute regarding the Website or Content.

• Restrictions
  • You must not:
• use the Content for any purpose other than the Purpose;
• make the Content available to any other person or allow any third party to access or use your subscription to access the Content;
• copy, modify, reproduce, create derivative works of, distribute, share, transmit, broadcast, display, sell, license, or otherwise exploit the Content for any other purpose other than as permitted by these terms without our prior written consent;
• circumvent, disable or otherwise interfere with any security related features of the Website or any features that: (i) prevent or restrict use or copying of Content; or (ii) enforce any limitations on you, the use of the Website or access to the Content;
• use or operate the Website with a browser that is not supported by the Website (as is published on the Website or otherwise notified to you);
• access or attempt to access source code of the Website, or any data other than Content which you are authorised to access;
• copy, modify, merge or combine with other products, reverse engineer or decompile, create derivative works or build a competitive product or service based on, the whole or any part of the Website, including any software comprising the Website;
• without our prior written permission, share, resell, or otherwise provide in exchange for any compensation, the Website or Content to any person;
• use the Website to store or transmit libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of applicable Laws or third party rights (for example privacy or intellectual property);
• use the Website to send unsolicited electronic messages to anyone, make fraudulent or speculative enquiries or other similar activities;
• knowingly, recklessly, or negligently transmit any content (such as a virus) that is designed to or may damage or disrupt any computer network or device;
• dispute our right to refuse you access to the Website, and you must comply with any request given by us in that regard; or
• attempt any of the above acts or permit another person to do any of the above acts.

• Legal compliance
  • You must take any action that is reasonably required by us to ensure compliance with any relevant Laws.
  • You must not use or permit the use by any other person of the Website:
    • in breach of any applicable Law;
    • to infringe the Intellectual Property Rights of any person;
    • to cause harm to or breach the legal rights of any person;
    • in a way that results in, or is likely to result in, damage to any person or property; or
    • in a way that is likely to bring us, or any of our personnel, customers or suppliers into disrepute.
  • Despite anything else in these terms, if we are legally compelled to comply with a directive from an authorised law enforcement agency or national security agency, then our obligation to comply with such directive overrides any rights of you under these terms.
  • We may refuse any request from you if, in our reasonable view, compliance with that request may constitute a breach of applicable Law.

4. CONTENT

• You acknowledge and agree that, to the extent permitted by Law, we are not liable for any:
  • Content, including any errors or omissions in any such Content, or for any loss or damage suffered or incurred by you as a result of your or any person’s use of or reliance on any Content accessed via the Website; or
  • learning outcomes, clinical skills, results, suitability or any safety and efficacy interventions as a result of your access and use of the Content and that your clinical place of work is responsible for your clinical supervision, ongoing mentoring and development and clinical reasoning, safety and efficacy of interventions that you may choose to implement.
• You assume all risk in relation to your receipt, use and reliance on any Content.

5. YOUR DATA

• You agree that Your Data that you upload to the Website and the manner in which you use the Website will be available to us to:
  • use in the course of providing you with access the Website;
  • fix any error in the Website;
  • upgrade, develop or improve the Website;
  • fix, upgrade, develop or improve our other products or services; or
  • otherwise use at our discretion in connection with our business, subject to clause 11.
• Notwithstanding any other provision of these terms, you agree that we may use Your Data on an anonymised and aggregated basis, for the purpose of creating or providing to third parties statistical or analytic-based information about the Website or our other products or services, our business, or the activities of our customers.

6. FEES

• Fees

In consideration for access and use of the Website and Content, you must pay the Fees to us.

• Payment terms
  • You must pay the Fees (without withholding, deduction or set off of any kind) in accordance with the payment terms set out in the Order Form. If the Order Form does not specify payment terms, you must pay all invoices (without withholding, deduction or set off of any kind) within 14 days of the date of the invoice.
  • We may charge interest on any Fees which are due and payable to us but remain outstanding at the date which they were due. Such interest will be charged at the Default Rate calculated daily against the entire amount of Fees which remaining outstanding.
  • We may use third party payment processors such as Stripe to process transactions on our behalf. Your use of any third party payment processors may be subject to separate terms and conditions.
• GST
  • Terms used in this clause 3 have the same meanings given to them in the GST Act.
  • Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Subscription Agreement are exclusive of GST
  • If GST is imposed on any supply made under or in accordance with this Subscription Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Subscription Agreement.
  • If this Subscription Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (reimbursable expense) suffered or incurred by another party, the amount required to be paid, reimbursed or contributed by the first party will be the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense plus any GST payable by the other party.

7. CHANGES

• We may at any time make changes to the Website and/or Content that:
  • we deem necessary to comply with any applicable Law or any safety or accessibility requirements; or
  • do not materially adversely affect the nature or quality of the Website or Content,

and where practicable we will (but are not obliged to) notify you of such changes.

8. INTELLECTUAL PROPERTY RIGHTS

• Ownership principles
  • Each of us acknowledges and agrees that:
    • we or our licensors own all Intellectual Property Rights in and to the Website and any data, information, materials or background technology used to provide the Website, together with all modifications and/or Updates of the same (Website IP);
    • we or our licensors own all Intellectual Property Rights in and to the Content (Content IP), together with all developments, updates or modifications of the Content; and
    • you hereby assign to us any and all Intellectual Property Rights which you have, or may have, in respect of the Website IP or Content IP.
  • Except as expressly set out in these terms, nothing in these terms transfers ownership of a party’s Intellectual Property Rights.
• Developed IP
  • Immediately upon creation:
    • all rights, title and interest to the Developed IP will be owned by us; and
    • you hereby assign to us any and all Intellectual Property Rights which you may have in respect of the Developed IP.
  • We grant you a royalty-free, non-exclusive licence to use the Developed IP for the Subscription Period, but only to the extent necessary for you to obtain the intended benefit of the Website and for the Purpose.
  • For clarity, we will own the Developed IP irrespective of whether you have engaged us to provide a service (whether for a fee or otherwise), or the Developed IP is on the basis of Feedback as described in clause 3.
• Feedback

You may choose or we may invite you to submit feedback, suggestions, or ideas about the Website and related services, including in relation to future modifications of the Website or Content, other products or services, which includes any suggestions for improvements submitted through the Website (Feedback). To the extent permitted by law, by providing any Feedback to us, you:

• agree that we may use such Feedback for our business and commercial purposes without any compensation to you, including for development and improvement of the Website or Content; and
• grant us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, royalty-free license to store, host, use, copy and modify the Feedback (including Intellectual Property Rights in the Feedback).

• General

You must do all acts and things necessary to give effect to this clause 8.

9. LIABILITY

• Nothing in these terms excludes any right or guarantee you may have under Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law).
• Warranties
  • To the maximum extent permitted by Law, and except as otherwise expressly set out in these terms, all express or implied guarantees, warranties or representations relating to these terms or its subject matter are excluded.
  • If any guarantee, warranty or representation is implied into these terms and cannot be excluded at Law but can be limited, our liability for breach of such guarantee, warranty or representation is limited to (at our option):
    • supplying the Website and/or Content and/or relevant services again; or
    • the payment of the cost of supplying the Website and/or Content and/or relevant services again.
  • We do not warrant that the Website, Content, or any associated services:
    • will be error free, free from viruses, operate without delay or interruption (including as a result of interference or prevention of access to the Website as a result of the operation of telecommunications networks, computer networks and/or the internet); or
    • will meet your personal or business needs.
  • To the maximum extent permitted by Law, the Website and Content is provided “as is”.
• Indirect Loss
  • We are not liable to you for any indirect or consequential loss, including:
• any Loss not arising naturally (that is, according to the usual course of things) as a result of a breach of these terms or other event giving rise to the relevant Claim; and
• loss of business revenue, business opportunity or business profits, loss or reduction of goodwill, damage to reputation, loss, destruction or corruption of data (including Your Data), pure economic loss, loss of value of equipment, expectation loss and wasted overheads.

• Limitation of liability

Subject to clauses 9.3, 9.5 and 9.6 our maximum liability to you (whether under statute, in contract or in tort (including for negligence) or otherwise) for any Loss suffered or incurred by you in connection with this Subscription Agreement is limited to an amount equal to the Fees paid by you to us in the 12 month period prior to the Loss arising.

• Exceptions

Nothing in these terms operates to limit or exclude our liability that cannot be limited or excluded by Law.

• Data loss

Despite anything else in these terms, we are not liable to you for any loss, destruction or corruption of any records, data or systems (including Your Data).

• Indemnity

You agree to indemnify us and keep us indemnified for any Loss that we suffer or incur arising directly or indirectly from:

• any malicious act, negligence or wilful default by you;
• any breach by you of these terms or any applicable Laws;
• any act or omission by you that infringes our Intellectual Property Rights or any third party rights (including Intellectual Property Rights); or
• Your Data infringing the Intellectual Property Rights of a third party,

except to the extent caused or contributed to by our wilful, unlawful or negligent act or omission.

10. RISK FROM VIRUSES, MALWARE, AND HACKING
    • We will take all reasonable steps in accordance with industry standards to protect against computer viruses and malware entering your computer systems through access to the Website. However, you acknowledge that we cannot guarantee this. Accordingly, you agree that:

• we are not liable for any loss of any kind in connection with:
  • any computer virus or malware; or
  • any data or security breach by any person other than us, or by any person engaged directly or indirectly by you;
• you are responsible for the backup and recovery of your data (including Your Data) and systems; and
• the presence of a computer virus or malware on your computer systems, or the suspicion or detection of a computer security breach of your computer systems, does not constitute:
  • a breach by us of these terms; or
  • grounds for claiming a failure of the Website.

11. PRIVACY

• We maintain a privacy policy here [https://active-edge-physio.com.au/privacy-policy/] in relation to any Personal Information that we collect about you and other users. If you do not agree to our collection, processing and use of Personal Information as set out in our privacy policy, then you must not submit or facilitate the submission of Personal Information to the Website or us, or alternatively you must cease use of the Website and Content.
• You must:
  • not do anything that would cause us to fail to comply with the Privacy Laws;
  • ensure you have obtained all necessary consents from individuals whose Personal Information may be submitted to the Website or to us, prior to submitting that Personal Information; and
  • comply with any reasonable data privacy and security policies notified by us that are applicable to your use of the Website.

12. TERMINATION

• End of Subscription Period
  • This Subscription Agreement will terminate at the end of the Subscription Period unless terminated earlier in accordance with this clause 12.
  • In addition, your Subscription Period will end, and this Subscription Agreement will terminate, in any of the circumstances described in these terms where you have an option to terminate your subscription and you exercise such option.
• Termination for convenience
  • We may terminate this Subscription Agreement for any reason at any time and without liability to you by giving you at least 60 days’ written notice.
  • If we exercise our right under clause 2(a), we will refund you any Fees that you have paid in advance that relates to the period after the effective date of termination, however no other amounts will be payable or refundable to you.
  • You may not cancel your subscription prior to expiry of the Subscription Period, unless otherwise permitted by these terms. If you do so, we may invoice you for, and you must pay, the Fees until the end of the Subscription Period, irrespective of your use of the Website and Content in that period.

• Termination for cause
  • A party (terminating party) may terminate these terms by notice to the other party (defaulting party), if the defaulting party commits a material breach of these terms and:
    • the breach is not capable of remedy; or
    • the breach is capable of remedy but the defaulting party fails to remedy the breach within 10 Business Days of receiving notice requiring it to do so;
  • Without limiting clause 3(a), if an invoice remains unpaid for 20 days after its due date, then:
    • we may suspend or terminate this Subscription Agreement and your access to the Website and Content;
    • the balance of all outstanding amounts (whether invoiced or not) will be immediately due; and
    • we have no further obligations to provide the Website and/or Content to you or meet our obligations under these terms.
  • Suspension
    • We may, in our absolute discretion, suspend access to the Website and/or to the Content if and for so long as:
      • we consider suspension necessary for safety reasons or to prevent or abate an emergency situation or hazard;
      • if you have failed to pay any amount owing to us by the due date;
      • a Force Majeure Event exists; or
      • a technical issue or fault occurs (including any error or malfunction in any telecommunications carriage service) that impacts the operation of the Website.
    • You will not be entitled to any refund of Fees in the event of suspension.
  • Effect of termination
    • Upon termination or expiry of these terms:
      • your right to use, access and/or receive the Website and/or the Content will cease;
      • each party is released from its obligations to further perform this Subscription Agreement;
      • each party retains its accrued rights and remedies;
      • you must promptly return to us (or our nominee) all of our property in your possession or control; and
      • you must pay the Fees (and you will not be entitled to any refund of Fees paid prior to the date of termination, except as described in clause 2(b)).
    • Survival
      • Clauses 2, 8, 9, 10, 11, 12.5, and 12.6, survive termination, as well as any other clause of these terms that by its nature is intended to survive termination.

13. FORCE MAJEURE EVENT

• If and for so long as a Force Majeure Event subsists, the party affected is not liable for any failure or delay in performing its obligations under these terms (other than a payment obligation) to the extent caused by the Force Majeure Event.
• If a Force Majeure Event continues for more than 60 days, either party may terminate this Subscription Agreement by giving written notice to the other party.

14. GENERAL

• Relationship of parties

Nothing in these terms is to be construed as establishing a contract of employment between the parties or creating a partnership, joint venture or other relationship between the parties.  Neither party has the right, power or authority to bind the other party in any manner.

• Use of subcontractors

We may contract with third parties for the performance of our obligations under these terms, provided that we remain liable for the performance of our obligations under these terms.

• Entire agreement

These terms (and the Order Form) constitute the entire agreement between us with respect to its subject matter and supersede all earlier agreements or understandings between us.

• Further assurance
  • Each party must do anything necessary or desirable (including executing agreements and documents) to give full effect to these terms and the transactions contemplated by it.
• Waiver
  • A failure to exercise or a delay in exercising any right, power or remedy under these terms does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
• Changes
  • These terms may be amended by us as set out at the beginning of these terms.
  • Any changes to the Order Form will only be effective by written agreement between us.
  • Any amendment to the Subscription Agreement proposed by you will only be effective if it is in writing and signed or otherwise expressly accepted in writing by us.
• Assignment
  • You must not assign, novate or otherwise transfer your rights and/or obligations under this Subscription Agreement without our prior written consent.
  • We may assign, transfer or novate our rights and/or obligations under this Subscription Agreement by prior written notice to you (and, if required, you will do all things reasonably required to give effect to such notice).
• Governing Law and jurisdiction
  • This Subscription Agreement is governed by and is to be construed in accordance with the Laws applicable in Victoria, Australia.
  • Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts on any ground.
• Electronic communication
  • You can send notices, enquiries, complaints and other communications to us using the details set out in the Order Form. We will notify you if any of these details change.
  • We will send notices and other communications to you using the details set out in the Order Form. You must update your contact details if they change.
  • A consent, notice or communication under this Subscription Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law. An electronic communication will be deemed to have been received 24 hours after the communication was sent, unless the sender receives an automated message that the electronic communication was not received by the recipient.
  • Notices must be sent to the contact details as specified in the Order Form with respect to each party.
• Counterparts

The Order Form may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

• Severance
  • Any provision of these terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these terms nor affect the validity or enforceability of that provision in any other jurisdiction.
• Costs and expenses

Each party will pay that party’s own costs and expenses in respect of the negotiation, preparation, execution, delivery and stamping of these terms, and any documents entered into pursuant to or in respect of these terms.

15. DEFINITIONS AND INTERPRETATION
    • Definitions
      • In this Subscription Agreement, these terms have the following meanings:
      • Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria.
      • Claim means any claim, notice, demand, action, proceeding, litigation, investigation or judgment whether based in contract, tort, statute or otherwise.
      • Content means any information, courses, guides and other learning material that we make available to you through the Website.
      • Customer means the customer stated on the Order Form who wishes to access and use the Content.
      • Default Rate means the rate fixed from time to time under the Penalty Interest Rate Act 1983 (Vic).
      • Developed IP means any Intellectual Property Rights created, written or brought into existence by us or on our behalf in connection with or for the purposes of providing the Website and Content.
      • Fees means the fees payable by you to access and use the Website and Content, as set out in the Order Form.

Force Majeure Event means any act, event or cause, other than lack of funds, affecting a party that is outside that party’s reasonable control, and includes any outage, interference or disturbance to our IT system, fire, flood, earthquake or acts of God, strikes, industrial disputes, acts of war, terrorism, riots, civil disorders, rebellions or revolution, pandemics, quarantines, embargos and other similar governmental action.

GST has the meaning given in the GST Act.

• GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Intellectual Property Rights includes all present and future copyright and neighbouring rights, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, confidential information (including trade secrets and know how), registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
• Laws means:

• any statute, regulation or subordinate legislation of any applicable jurisdiction in which any act or obligation in connection with these terms is, or is to be, carried out or regulated;
• any other applicable law, whether of a legislative, common law or equitable nature; and
• relevant industry codes and standards.
  • Loss means all liabilities, losses, damages, costs and expenses suffered or incurred by any person whether arising in contract or tort (including negligence) or under any statute or under any other cause of action.
  • Order Form means the order form which each of us has agreed to (as evidenced by written signature or valid electronic acceptance) and which details the key terms of your subscription to access and use the Content.
  • Personal Information has the meaning given in the Privacy Act.
  • Planned Outage means a scheduled interruption to the Website, generally to facilitate equipment upgrades or preventative maintenance, that is required in our discretion.

Privacy Act means the Privacy Act 1988 (Cth).

• Privacy Laws means all legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to Personal Information and includes the Privacy Act.
• Purpose means for your personal training and education.
• Special Terms means the special terms (if applicable) as set out in the Order Form.
• Start Date means the start date of your subscription, as specified in the Order Form.

Subscription Period means the period during which you are subscribed to access and use the Content, as set out in the Order Form.

Update means any new version, new release or update to the Website or related services provided by Active Edge Physio.

• Website means the Active Edge Physio website located at [https://active-edge-physio.com.au/].

Your Data means all information and data relating to you, your business or your operations that is provided or made available to us and/or the Website in connection with the your access and use of the Content or any other services we provide to you.

• Interpretation
  • In these terms, unless expressed to the contrary:
• words in the singular include the plural and vice versa;
• any gender includes the other genders;
• if a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
• ‘includes’, ‘such as’ or similar expressions are not words of limitation;
• no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
• a reference to:
  • a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
  • any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;
  • a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;
  • a right includes a benefit, remedy, discretion or power;
  • time is to local time in Melbourne;
  • ‘$’ or ‘dollars’ is a reference to Australian currency;
  • this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties; and
  • a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure of these terms; and
• headings are for convenience and do not affect interpretation;
• if the date on or by which any act must be done under these terms is not a Business Day, the act must be done on or by the next Business Day;
• where time is to be calculated by reference to a day or event, that day or the day of that event is excluded;
• an obligation to use reasonable endeavours does not require a party to incur a substantial commercial detriment or payment obligation;
• an obligation of two or more persons binds them jointly and severally unless these terms expressly provides otherwise; and
• if the doing of any act, matter or thing under these terms is dependent on the consent or approval of a party or is within the discretion of a party, such consent or approval may be given or such discretion may be exercised conditionally or unconditionally or withheld by the party in its absolute discretion (unless these terms specifies otherwise).

• Inconsistency with Order Form
  • If there is an inconsistency between these terms and the Order Form, the Order Form prevails to the extent of the inconsistency.